0001104659-07-061048.txt : 20070809 0001104659-07-061048.hdr.sgml : 20070809 20070809172204 ACCESSION NUMBER: 0001104659-07-061048 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20070809 DATE AS OF CHANGE: 20070809 GROUP MEMBERS: DANIEL J. DONOGHUE GROUP MEMBERS: DISCOVERY EQUITY PARTNERS, L.P. GROUP MEMBERS: MICHAEL R. MURPHY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALLION HEALTHCARE INC CENTRAL INDEX KEY: 0000847935 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES [5122] IRS NUMBER: 112962027 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40804 FILM NUMBER: 071041802 BUSINESS ADDRESS: STREET 1: 1660 WALT WHITMAN ROAD SUITE 105 CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: 631-870-5100 MAIL ADDRESS: STREET 1: 1660 WALT WHITMAN ROAD SUITE 105 CITY: MELVILLE STATE: NY ZIP: 11747 FORMER COMPANY: FORMER CONFORMED NAME: CARE GROUP INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Discovery Group I, LLC CENTRAL INDEX KEY: 0001312548 IRS NUMBER: 300075077 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 191 N. WACKER DRIVE SUITE 1685 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: (312) 265-96000 MAIL ADDRESS: STREET 1: 191 N. WACKER DRIVE SUITE 1685 CITY: CHICAGO STATE: IL ZIP: 60606 SC 13G/A 1 a07-21530_1sc13ga.htm SC 13G/A

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SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Allion Healthcare, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

019615103

(CUSIP Number)

August 1, 2007

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)
x	Rule 13d-1(c)
o	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 01961503

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Discovery Equity Partners, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions) Not Applicable
		(a)		o
		(b)		o

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Illinois

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power None

			6.		Shared Voting Power 912,899

			7.		Sole Dispositive Power None

			8.		Shared Dispositive Power 912,899

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 912,899

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o Not Applicable

	11.	Percent of Class Represented by Amount in Row (9) 5.6%

	12.	Type of Reporting Person (See Instructions) PN

CUSIP No. 01961503

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Discovery Group I, LLC

	2.	Check the Appropriate Box if a Member of a Group (See Instructions) Not Applicable
		(a)		o
		(b)		o

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power None

			6.		Shared Voting Power 1,074,000

			7.		Sole Dispositive Power None

			8.		Shared Dispositive Power 1,074,000

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,074,000

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o Not Applicable

	11.	Percent of Class Represented by Amount in Row (9) 6.6%

	12.	Type of Reporting Person (See Instructions) OO

CUSIP No. 01961503

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Daniel J. Donoghue

	2.	Check the Appropriate Box if a Member of a Group (See Instructions) Not Applicable
		(a)		o
		(b)		o

	3.	SEC Use Only

	4.	Citizenship or Place of Organization U.S.A.

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power None

			6.		Shared Voting Power 1,074,000

			7.		Sole Dispositive Power None

			8.		Shared Dispositive Power 1,074,000

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,074,000

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o Not Applicable

	11.	Percent of Class Represented by Amount in Row (9) 6.6%

	12.	Type of Reporting Person (See Instructions) IN

CUSIP No. 01961503

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Michael R. Murphy

	2.	Check the Appropriate Box if a Member of a Group (See Instructions) Not Applicable
		(a)		o
		(b)		o

	3.	SEC Use Only

	4.	Citizenship or Place of Organization U.S.A.

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power None

			6.		Shared Voting Power 1,074,000

			7.		Sole Dispositive Power None

			8.		Shared Dispositive Power 1,074,000

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,074,000

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o Not Applicable

	11.	Percent of Class Represented by Amount in Row (9) 6.6%

	12.	Type of Reporting Person (See Instructions) IN

Item 1.
	(a)	Name of Issuer Allion Healthcare, Inc.
	(b)	Address of Issuer’s Principal Executive Offices 1660 Walt Whitman Road, Suite 105, Melville, New York 11747

Item 2.
	(a)	Name of Person Filing Discovery Equity Partners, L.P. (“Discovery Partners”) Discovery Group I, LLC, the general partner of Discovery Partners (“Discovery Group”) Daniel J. Donoghue, a Managing Member of Discovery Group Michael R. Murphy, a Managing Member of Discovery Group
	(b)	Address of Principal Business Office or, if none, Residence Discovery Partners, Discovery Group, Mr. Donoghue, and Mr. Murphy are all located at: 191 North Wacker Drive, Suite 1685, Chicago, Illinois 60606
	(c)	Citizenship Discovery Partners is an Illinois limited partnership Discovery Group is a Delaware limited liability company Mr. Donoghue and Mr. Murphy are U.S. citizens
	(d)	Title of Class of Securities Common Stock, par value $0.001 per share
	(e)	CUSIP Number 019615103

Item 3.	If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
	Not Applicable
	(a)	o	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

	(b)	o	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

	(c)	o	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

	(d)	o	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

	(e)	o	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

	(f)	o	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

	(g)	o	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

	(h)	o	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

	(i)	o	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

	(j)	o	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.	Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
	(a)	Amount beneficially owned: Discovery Partners – 912,899 Discovery Group – 1,074,000 Mr. Donoghue – 1,074,000 Mr. Murphy – 1,074,000

	(b)	Percent of class: Discovery Partners – 5.6 % Discovery Group – 6.6 % Mr. Donoghue – 6.6 % Mr. Murphy – 6.6 % The foregoing percentages are based on 16,203,666 shares of Common Stock of the Issuer identified in Item 1 outstanding as of May 4, 2007, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2007.

	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote None

		(ii)	Shared power to vote or to direct the vote Discovery Partners – 912,899 Discovery Group – 1,074,000 Mr. Donoghue – 1,074,000 Mr. Murphy – 1,074,000

		(iii)	Sole power to dispose or to direct the disposition of None

		(iv)	Shared power to dispose or to direct the disposition of Discovery Partners – 912,899 Discovery Group – 1,074,000 Mr. Donoghue – 1,074,000 Mr. Murphy – 1,074,000

Item 5.	Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o. Not Applicable

Item 6.	Ownership of More than Five Percent on Behalf of Another Person
The shares reported herein have been acquired on behalf of discretionary clients of Discovery Group, including Discovery Partners. Such discretionary clients are entitled to receive all dividends from, and proceeds from the sale of, those shares. Except for Discovery Partners, none of those discretionary clients, to the knowledge of Discovery Partners, Discovery Group, Mr. Donoghue or Mr. Murphy, has an economic interest in more than 5% of the class.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
Not Applicable

Item 8.	Identification and Classification of Members of the Group
Not Applicable

Item 9.	Notice of Dissolution of Group
Not Applicable

Item 10.	Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

		August 9, 2007
		Date

		DISCOVERY GROUP I, LLC, for itself and as general partner of DISCOVERY EQUITY PARTNERS, L.P.

		Michael R. Murphy*
		Signature

		Michael R. Murphy, Managing Member
		Name/Title

		Daniel J. Donoghue*
		Signature

		Daniel J. Donoghue
		Name/Title

		Michael R. Murphy*
		Signature

		Michael R. Murphy
		Name/Title


		*By: /s/ Robert M. McLennan
		Robert M. McLennan Attorney-in-Fact for Daniel J. Donoghue Attorney-in-Fact for Michael R. Murphy

Exhibit Index

Exhibit 1		Joint Filing Agreement dated as of August 9, 2007, by and among Discovery Equity Partners, L.P.; Discovery Group I, LLC; Daniel J. Donoghue; and Michael R. Murphy.

Exhibit 2		Power of Attorney of Daniel J. Donoghue, dated as of August 24, 2006

Exhibit 3		Power of Attorney of Michael R. Murphy, dated as of August 24, 2006

EX-1 2 a07-21530_1ex1.htm EX-1

EXHIBIT 1

JOINT FILING AGREEMENT

The undersigned hereby agree to the joint filing of the Amendment No. 1 to the Schedule 13G to which this Agreement is attached.

Dated: August 9, 2007

		DISCOVERY GROUP I, LLC,
		for itself and as general partner of
		DISCOVERY EQUITY PARTNERS, L.P.

	By	Michael R. Murphy*
		Michael R. Murphy
		Managing Member

		Daniel J. Donoghue*
		Daniel J. Donoghue

		Michael R. Murphy*
		Michael R. Murphy

	*By:	/s/ Robert M. McLennan
		Robert M. McLennan
		Attorney-in-Fact for Daniel J. Donoghue
		Attorney-in-Fact for Michael R. Murphy

EX-2 3 a07-21530_1ex2.htm EX-2

EXHIBIT 2

POWER OF ATTORNEY

The undersigned, Daniel J. Donoghue, hereby appoints Robert M. McLennan his true and lawful attorney-in-fact and agent, with full power to execute and file with the United States Securities and Exchange Commission and any stock exchange or similar authority, for and on his behalf in any and all capacities, any and all reports required to be filed pursuant to Section 13 of the Securities Exchange Act of 1934 and the rules thereunder on Schedule 13D or 13G, any and all amendments to such reports, with all exhibits, and any other forms or documents as may be necessary in connection with the filing of such reports with the United States Securities and Exchange Commission and any stock exchange or similar authority, granting unto said attorney full power and authority to do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete, as fully as the undersigned might or could do in person.

This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact and agent.

IN WITNESS WHEREOF the undersigned has caused this Power of Attorney to be executed this 24 day of August, 2006.


		/s/ Daniel J. Donoghue
		Daniel J. Donoghue

STATE OF ILLINOIS	)
	)	SS.
COUNTY OF COOK	)

I, Kareema M. Cruz, a Notary Public in and for the County of Cook, State of Illinois, DO HEREBY CERTIFY that Daniel J. Donoghue, who is personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he signed and delivered the said instrument as his own free and voluntary act, for the uses and purposes therein set forth.

Given under my hand and notarial seal, this 24th day of August, 2006.


		/s/ Kareema M. Cruz
		Notary Public

EX-3 4 a07-21530_1ex3.htm EX-3

EXHIBIT 2

POWER OF ATTORNEY

This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact and agent.

IN WITNESS WHEREOF the undersigned has caused this Power of Attorney to be executed this 24 day of August, 2006.


		/s/ Daniel J. Donoghue
		Daniel J. Donoghue

STATE OF ILLINOIS	)
	)	SS.
COUNTY OF COOK	)

Given under my hand and notarial seal, this 24th day of August, 2006.


		/s/ Kareema M. Cruz
		Notary Public